Behind the Scenes
by Auua Ytjoml
Summary: Uncut. Unedited. This is team Ultimate as you've never seen them before. ll Drabbles and musings for all genres. No slash. No continuity.
1. Reflections

**Allo! I can't wait to start posting my Nova backstory (currently at 22,000 words and climbing) so until then I've decided to do a series of drabbles. Unedited. Uncut. Just for fun. If anyone wants to take an idea an run with it just tell me so I can read it!**

1. REFLECTIONS

They're yelling at each other again. The unfortunate agents currently wishing they weren't in the same room wonder how it is that this scrappy teen can get away with badmouthing their director as if he were the notorious Wolverine himself.

"You don't think before you act. You dive in head first-"

"You and your rules and lessons. Try teaching me something I don't already know!"

Fury's seen this type before. Can't let anyone get hurt. Can't let anyone get close. Can't let anyone think he is weak, or has weaknesses or can't do it. He's got a whole list of supers that fit that rap; this kid is just the latest in a long history. But Parker's got one thing going for him; he's still a kid. Just unsure enough, lacking just enough experience, to agree to Shield training. So maybe Nick can help this one out.

Believe it or not he doesn't like kidnapping loners like Wolverine or the Hulk when he needs their help. He doesn't like blackmailing them into doing something good for themselves. And believe it or not he doesn't think Spiderman actually needs the training Shield is providing. Sure it's improving his game faster than otherwise, but that's not the goal here. Training is just the bait. Nick's goal is teach the kid that he doesn't need to be a loner, that he can depend on others to be there for him and not hurt themselves. Nick's primary goal is to save Peter Parker… from himself.


	2. Looking Back

2. LOOKING BACK

Before they part ways Wolverine makes sure to tell the kid, "You got a good thing going here kid; friends, a life. One day you'll look back and see how good you really had it."

If any number of things had been just a little bit different Peter would be just like him. It makes him wonder if there'd ever been a chance for him to turn out like Spidey. And it makes him wonder when Spiderman will realize that his social life is just an act. After all… a loner recognizes another loner when he sees one.


	3. What If

3. WHAT IF...  
>(Ultimate SpidermanM-day crossover)

[team finds Peter in his bed, deathly ill]

Ava: [lays a hand on his forehead] "What do you think's wrong with him?"

Danny: "I do not know Tiger. But we need to get him to Shield fast."

Luke: [picks peter up] "Take it easy big guy, I gotcha."

Sam: [jumping around nervously in the background] "He's not going to die is he? Is he? Cause I never got to pull my latest prank on him."

Aunt May: [knocks on the door and opens it] "Peter? I brought you some-" [runs to the window] "What are you doing with my boy! Come back! Peter!"

[on Shield Helicarrier]

Fury: "And just where have you- what's with him?"

Luke: "Don't know. He didn't show up at practice so we went looking for him. Found him at his house. He's nonresponsive. Nothing we've tried will wake him up."

Fury: "I was afraid of this."

Ava: "Afraid of/what/ Fury? Whatever secret you've been keeping under need-to-know protocol, we need to know it, now."

Fury: "Bring him this way. You've heard that the Avengers have disbanded temporarily…"

Ava: "Of course."

Sam: "I thought the Torch was just causing trouble again."

Fury: Unfortunately it's not Johnny this time. It was the Scarlet Witch."

Team: "The Scarlet Witch!"

Fury: "What you don't need to know it most of it. What you do need to know is that she's shut off the powers of 98% of the world's mutants."

Team: "What!"

Fury: "A lot of people are dead or dying because of this."

Ava: "Spidy."

Nova: "I still don't get it. What's this to do with Webhead? None of us are mutants."

Fury: "That's where you're wrong. Peter Parker may have gained the powers of Spiderman through a radioactive spider bite. But it appears he survived them because of a mutation triggered at time he was bitten."

Luke: "The radiation…"

[Group arrives at launch pad. Peter is loaded on a gurny and into a transport vehicle]

Fury: "Precisely."

Danny: "Where are you taking him?"

Fury: "I'm not taking him anywhere. You four are flying him to the Xavier Institute Upstate. That's the center for the survivors. I want you to go underground. Don't engage in heroics and for heavens sake if you must, do so under an alternate identity than any that have been previously connected to you and don't use your trademark powers."

Nova: "But… why?"

Danny: "We are an island of stability in an ocean of turmoil. Not all who promote peace with their words wish to calm the waters with their hands."

Nova: "Uh…?"

Ava: "We're a secret weapon. There's going to be people that want to take advantage of this and with the Avengers disbanded and X-men otherwise occupied it's the perfect time for some big badies to break their cover. We gotta make them think that they don't have to be cautious. If we can't catch them off guard more people are going to get hurt."

Fury: "Well said White Tiger. Now the coordinates are already entered. Shield's going to have its hands full but if you need us we'll send someone. Some advice? Try not to need us."

[Team Ultimate piles in. Peter's skin begins glowing as they cut through the sky towards their new home]

Frost: "Welcome Ava, Sam, Danny, Luke, to Sanctuary."

Nova: [spins around wildly and falls on his butt] "Who said that!"

Frost: "You need not fear me. My name is Emma Frost. I am a telepath. You may land your little ship through the basketball court. The tunnel is open."

Ava: [throttles controls and shoots towards the now open hole] "Hold on Dork. Help is almost here."

[Land on a narrow open runway within a hanger crowded with vehicles of all shapes and sizes parked efficiently but haphazardly across the bay. They are met by Iceman.]

Bobby: "Emma said you had a casualty."

[Ava and Sam drift to either side to reveal Luke and Danny carrying out Peter on his gurney.\

Bobby: "Oh, man. Spiderman too?!" [shakes head] "Follow me. Dr. Banner and Dr. McCoy are whipping up quick fixes as fast as they can. I'm sure they'll find something to help him as well."

[Outside the Medlab the team waits and worries. Meanwhile inside-]

Hank: "Whose next?"

Kitty: "Spiderman. He's isolated from the others because of the radioactivity."

Bruce: "Radioactivity?"

[Kitty hands him a Shield profile on Peter.]

Bruce: [Reading it] "Bit by a radioactive spider and gained subsequent spider like abilities. Suspect that healing factor is not one of such acquired abilities but a reaction to them."

Hank: "It would make sense. Many mutant genes are triggered during teenage years by some event that requires adaptation to survive."

[The two doctors work busily over the comatose Peter. His subtle glow takes on an acid hue as his skin begins flaking off.]

Hank: [looking at a series of samples of Peter's blood, skin, saliva, etc tissue] "The radioactivity is concentrated in his blood stream. He's literally poisoning himself from the inside out."

Bruce: "Maybe an infusion would help. My body adapted to the gamma rays without mutation. If-"

[A muted siren goes off as another patient is brought in]

Hank: "You got this one Bruce?"

Bruce: "Go."

[Hank hurries off and Bruce prepares the first of many blood transfusions that might, maybe, save a life before rushing off to the next victim leaving Peter's friends to watch over him through the protective radioactivity dampening windows of his sickroom.]

Ava: [leaning on Luke] "Do you think he'll make it?"

Danny: "Like a rod of iron in a wall of stone, Peter is stronger than he appears."

Sam: "Yeah, whatever. But if Webslinger dies on us I'm bringing back to have the satisfaction of killing him myself. Nothing takes down our Spiderman!"

[The fiercly optimistic declaration from the most antagonistic of them reminds them that Nova is also the youngest. And that none of them are old enough to be out of high school much less working for an international peacekeeping organization and spy operation. But here they are, all four of them having grown up under Shield's wing and then there's Peter Parker, who grew up like a normal kid and didn't have near their training or advantages and yet had more experience in what actually mattered in his little finger when they first showed up in New York than they had in their entire bodies and he gained it the hard way, in a jungle gym with no safety nets and against opponents who shot to kill. They're better now, but he's still the one they look up to, even if they'd never normally admit it. Through the distortion of the thick glass, Peter's body looks unnaturally small and pale.]

Team: [thinking] Just please, please, please be ok.

[Six months later. Midvale high.]

Ava: "Did you remember to take your shot this morning?"

Peter: "What? Don't I look green enough for you?"

Flash: "Better eat your vegetables Parker!" [hallway laughs]

Peter: [sighs. Addresses audience.] "So things haven't really changed. Sure I'm now dependent on a shot every morning to keep me alive and not radiating, not a good weakness to have, Flash has even more ammo to make my life living hell, and any injuries I acquire actually stick around, but things aren't all bad. I got to meet Hulk's other side, his 'little friend', and Dr. Banner's pretty cool himself. The X-men are on my speed-dial now, great if I need a lotta help with a little less protocol than Shield. Luke got this picture of Buckethead [flashes a picture of Magneto] "no! not that Buckethead! This one!" [shows Sam bawling his eyes out over Peter] "and best of all your friendly neighborhood Spiderman is back in Business! I'm out!"


	4. Goblins Inside of Us

4. GOBLINS INSIDE OF US

(just a little write up of the final scenes in 1x25. Disclaimer: none of it's mine. literally.)

"Iron Fist! Stay with me buddy!"

One by one his teammates fall to the Goblin's attack.

"Osborn! You sick freak."

He pulls himself to his feet, ignoring the beating already soaking into every inch of his body in favor of testing his web-shooters with a quick blinding of his opponent and calling out a challenge. He needs to draw the Goblin, Mr. Osborn, away from the team. Then maybe he can calm him down, just like he'd done with the Hulk.

Who is he kidding? Mr. Osborn isn't just his friend's dad. He never has been. He'd been orchestrating things for a long time and he'd finally gotten in over his head. Well too bad.

"This is for what you've done to my team! And to your own son!"

He takes the offensive, flipping, kicking and punching until the Goblin manages to grab him by the wrist. A quick trunk lift and a lateral kick later and he's free, free to continue taking out his anger on the nearest target. Goblin. "I should beat you into a paste!"

This thing, it shares his DNA. His and Venom's. Venom, who also apparently was created from his DNA. _Pure aggression_. Doctor Oct.'s gleeful description swims to the forefront of his mind. He holds his punch. "But I'm not going to."

He tries reason. To calm things down. He even appeals to Osborn's love of his son though, what with Harry's comments about how his Dad isn't all that, he's not so sure that his friend means anything to the guy.

The Goblin doesn't respond for a second. For a second he thinks that it might actually have worked. Then-

"Osborn! No more!" He hurtles through the air only to land as painfully as expected. He even creates his own crater. All right. He tried. But aggression for a purpose and misplaced aggression are two opposite sides of the spectrum.

"Only Goblin!"

And that clenches it. No more Mr. Friendly Neighborhood Spiderman. "Sorry Mr. Osborn. But my team? They're like _my_ family!" They push back and forth for a sixty seconds that's longer than it has any right to be. The entire time the Goblin's electrified fist hovers way too close to his head for any modem of comfort. "And if I have to take you out to save them-" His ribs twinge painfully causing him to gasp for breath. "-then that's what I'm going to do!"

Forcing the Goblin's fist to his own face is a good plan. The resulting explosion sends Goblin through several ceilings bringing them from the sewer tunnels to the lobby of Oscorp. How fitting. He crouches for a moment but doesn't dare wait any longer. He knows that the minute he stops moving, his muscles are going to seize up like nobody's business. He's been fighting or unconscious non stop for nearly four hours. He's reaching his limits and he knows it. He's only save is that the Goblin doesn't. He'll fight till he drops.

Slinging through the new skylight after his opponent he shoots another web at the Goblin's face only to be whipped off his feet and slung around the room like a toy. Hitting another wall he feels a rib crack and then shatter upon final contact with the floor. Groaning he leaps up and executes a flying kick as the Goblin raises his fist, electricity crackling. They meet in the middle of the hall sending energy crackling over the walls. Fire leaps up around them, painting the scene into a pit of hell.

He stumbles, placing his foot firmly against something that gives as he tries to stop the room from spinning. A punch from an unseen fist sends him into the ceiling, again. The resulting fall and crash drains the last reserves with a sickening crunch. The pain he'd been successfully blocking out returns in force. He tries to rise only to fall back limply as a clawed foot slams into his back.  
>"Spider. Goblin. Same blood."<p>

Somewhere above him the freak is growling but he can't hear the words through the ringing in his ears.

"Spider. Goblin. Family."

That part gets through. He tries out a quip and it falls flat even to his ears. The building is falling apart all around them and the Goblin doesn't stick around to pummel him some more.

He pants, trying to focus on the ceiling above him. A giant flaming globe plummets towards his wide open eyes. At the last second he blindly twitches his fingers, shooting a web that drags him sideways across the floor just in time. Another chuck of rubbles lands next to his head. He needs to get out of here.

On autopilot he uses a wall to drag himself upright and mechanically places one foot in front of the other headed for the door. He doesn't notice the debris raining down on him. He doesn't feel the heat of the fire as he limps through it. What is one more injury when every neuron in his body is already firing full capacity?

The smoke clears. A breeze that should probably feel cool burns across his face. Black spots converge across his vision.

"Just. Got. To keep. Going." He whispers to himself.

A familiar figure looms out of the smoke. As the darkness swallows him he quips, "Just in the nick of time, Nick." Then the pain crescendos, the wailing in his ears shuts off and with a sigh of relief so does everything else.

OoO

He comes to in the Shield Medbay. His healing powers are already taking care of the surface his wounds. He sits up and suppresses a groan. The ribs are still definitely broken. Probably will be for a while.

He's just waved off the attentions of the Shield doctors when the door opens, admitting Director Fury. "You did good team. Shield is tracking the Goblin."

A sudden fury, pardon the pun, builds up inside of him. How _dare_ he act as if this was a successful mission; something to be _proud_ of. "I should of seen it coming!" he blurts out. "I let my friendship with Harry cloud my judgment. Worst of all Goblin is still out there!"

The transformation replays over and over in front of his eyes. Mr. Osborn. Almost like a father figure since Uncle Ben had died. Auuuwwgg! He wants to scream. "Let's face it Fury, you tried to make me the Ultimate Spiderman and all I am is the Ultimate Failure."

His ribs twinge again and he knows he deserves it.

"We'll get Osborn."

The platitudes in Fury's voice, as if capturing him after the fact will be some sort of condolence for all the lives ruined in the process, are the last straw. "We?!" In his outrage he notes with satisfaction how the rest of the team looks shocked at his anger. "You don't get it Fury! There is no we. It's my DNA, my friend's Dad, and my problem!"

Fury frowns but he bulldozes over whatever cheap argument or order the man is trying to dish out. "I was a solo act. Against my better judgment I joined this crew and now I've put everyone I care about in harms way." He stands, splaying his stance partially to look tougher and partially to keep his balance despite his concussion. "No one else gets hurt because of me." The way his Uncle had folded over himself at the impact of the bullet burns through his mind. Not again. Not again. "It's my mess. I have to clean it up. I'm gonna take _care_ of the Green Goblin. _And_, I'm _gunna_ do it, alone."

He pulls on his mask and walks out, the closing doors concealing him from view. Behind him that last word echoes through the remaining supers.

Alone.

**This scene made me cry. Then I watched it a dozen more times because it was so good.**


	5. A Leader Without a Team

**5: A LEADER WITHOUT A TEAM**

_You're a good leader. Deal with it._

_You did good tonight kid. You're a true leader._

_If you're our leader, then act like it. Lead us!_

Their voices haunt him in this new world, phantoms from a better past. Leader? Ha. How can he lead if there's no one to follow? Raising his head from his feet he looks out across the barren wasteland of ash, punctuated only occasionally by the unstable frame of a building just waiting to topple over.

He looks back at his feet and continues trudging on. Somewhere out there, there has to be survivors. And those survivors are going to need looking after.

Night falls. The moon, like the sun hours earlier, is invisible behind a thick noxious layer of cloud. An acid rain begins to fall but Spider ignores it. He'd survived the radioactive fallout. He's not going to be done in by a little pH imbalance in the water. And if he is, maybe it's for the best. Maybe there is no one left and he's all alone on the entire planet. Maybe, even if there are survivors, he shouldn't go anywhere near them because the radioactivity soaking his every cell and synapse will kill them on contact.

His body hangs limply as his eight new legs make short work of the long miles. In the distance behind him the skyline of New York disappears over the horizon.

Leader? It's not funny. He wishes he'd died with the rest of them. Cause the thing about leaders is that everything is their fault, their responsibility. And by not stopping the war, he'd as good as killed everyone he was supposed to protect, everyone he loved.

Leader? As if.

**HAPPY THANKSGIVING Y'ALL!**


	6. I Choose You

**Just some drabbles on Harry and Pete's relationship with each other and their respective father figures.**

**With Great Power… **

Comes great responsibility or great reward. Ben and Norman… two very different people with two very different messages for their boys. Peter and Harry… two very similar people who take two very different paths for very same reason… to follow the family they love.

**I Choose You**

Peter: As if my relationship with Harry couldn't get any worse, Harry's Dad, the Green Goblin, chose me over him. And not Spidy-me. Parker-me. What's up with that?! Harry'll never forgive me!

Harry: Not only does my dad completely ignore me, when he does finally show his face he takes Peter over me! What is it? Am I not good enough for him? Not smart enough? Not family enough? Enough! I'm sick of Parker and I'm sick playing second fiddle. I _will_ aquire my Dad's respect!


	7. Pure Power

**A few musings courtesy of a request by 'Kindness to Everyone and thing'. **

.

**.**

PURE POWER

**Responsibility**

When I first got bit, well, let's just say life sucked. Spiders aren't very high on the intelligence spectrum, but they are carnivores; And they've got the tools to back it up. I didn't develop venom sacks of my own but I still had the instincts, y'know? The urge bite, to snare, to hunt. That's why I started creating my webs. It wasn't like I had this idea that swinging above traffic would save me so much time getting to school and so I decided biosynthetic ropes were the best option. I had this crazy itch to create webs, specifically webs. It wasn't until I started scratching that itch that I realized the potential in the idea. And it wasn't until Uncle Ben died that I realized I could use those instincts for good. Hunting the hunters and all that.

**Venom**

For a long time after that I was in a good place. Then Doc Oc got ahold of some of my blood. The result? Venom. For toilet sludge it certainty managed to take out my entire team in record time. And then it was my turn. As we bonded that first time what we were, who we were, flashed through our minds. My biggest impression? Doc Oc. He was talking about the sludge; called 'distilled aggression, pure venom', but that wasn't quite the whole of it. I could feel it. Venom wasn't distilled aggression, it was distilled instinct. And since spiders don't really recognize 'friend' and 'enemy'; it's more 'prey' and 'too big to be prey', well, you get the picture. Of course in the moment I wasn't doing to well at the recognizing what 'friends' were either. I was strong. I was hungry. I wanted to hunt. And for the first time since I was bit I didn't have anything left to counteract those urges. I was Venom.

I'm just- New York is just lucky Venom caught up with me on a rooftop with no one around but my team. They're not high on the 'likely to be mistaken for prey' list. I was about to scram; choosing your battles and all that, when they attacked. They probably would have called in reinforcements and gotten me free in a SHEILD lab somewhere but before they could; some prey showed its face. Specifically? Harry. He was weak. Out of his element. And the other predators keeping me at bay wouldn't be able to get him before me. He was mine. That's when I remembered who I was. Who my 'prey' was; Harry; my best friend.

That night, heck, that week, was hell. Venom may have been gone but my instincts were still on a high that I had no way of calming. My spidysense went off whenever I was in the same room as the team. They were Danger with a capital D, and nothing so reasonable as logic could stop it. I couldn't walk down the hall without analyzing the effort it would take to take to ensnare every single person I passed. It sickened me. According to my brainstem, I was nothing more than a giant maw and my classmates were high on menu. And at night I couldn't sleep without reliving how it felt to be Venom; how _good_ it felt to be Venom. I was strong. I was power. I was without fear. You don't know how intoxicating it is to fear absolutely nothing unless you've been there.

Eventually I got myself under control again. Venom decided I wasn't the ideal host after all; it wanted someone that agreed with it or someone too weak to fight it, and as much as I hated Venom taking my best friend from me I breathed a sigh of relief. Without Venom, Harry couldn't go berserk and ensnare half of New York if he forgot that killing people was bad. For me, Venom just made things easier to destroy. Without him I was still plenty capable.

**Carnage**

Carnage was a whole other story. Underneath it was the same symbiote; the same Venom. But the control, the power, was gone. It belonged to Osborn now. Whereas bonding with Venom had been an intoxicating, addicting experience, bonding with Carnage was just plain terror. Imagine taking all the instincts of a solitary predator, personifying them, and then chaining them so that they can't do what they're literally evolved to do. Attacking a team of highly powered supers? Bad idea. Do it anyway. Ensnaring one of the multitude of easy preys swarming the streets below you? Yes, yes yes! No. Go after the predators that can take you down instead.

To be to be a helpless bystander, unable to do anything to help, and to be completely out of control, my own worst enemy; these are my biggest fears. I share the second one with the symbiote. So we screamed until Harry freed us and then it was all I could do to not to curl up and cower away from the world. My spidy-sense was going off pretty much nonstop until I could hardly think with all the adrenaline rushing through my blood.

**Power**

Flash is now the Venom host. I guess he's kind of perfect. He isn't being attacked by big dangerous things all the time. Venom gets to 'hunt' down nerds whenever he likes. I don't know if the Carnage programing is still active. If it is I hope Flash doesn't use it. There's nothing worse than fear to create monsters; and if Venom ever goes rogue again I don't know if I'll be able to muster up the courage to face it. It embodies my worst fears and most twisted desires. It's a part of me that I manage to ignore most days and thank God that my team still assumes to have been created solely by Doc Oc.

Harry's first reaction to seeing Venom was to exclaim that it was stronger than Spiderman, me. It's true that Venom has more power than I could ever dream of alone. It's also true that I couldn't live with myself if I hurt someone letting that power go to my head. I am Peter Parker. I am Spiderman. And well, you guys have heard my motto. Need I say more?

**Whaddya think?**


	8. Merry CHRISTmas

1. MERRY CHRISTMAS

**Takes place at the end of episode 3x22; Nightmare before Christmas. Merry CHRISTmas all!**

Waking up from a nightmare is not fun… unless of course you're waking up from Nightmare himself and then it's just a big relief… unless you wake up to a certain someone repeatedly slapping you across the face and going all "wha-at?" when you question his sanity.

But that's Nova for you and let me tell you, I wouldn't want him any other way. He's like that annoying younger brother whom you never really want to STOP being annoying because if he ever does that then something is _seriously_ wrong.

Anyways, the plan is for us to spend Christmas as a team, just the five of us and my Aunt May. Sure there's the New Warriors, whom I kind of lead, but they're not family, not like Ava, Luke, Danny and Sam. Besides, most of them have plans of their own. Cho and Flash are spending it with family. Ka'zar and Zabu are back in the steamy Savage land for the holidays. Ty and Tandy are doing – well they declined the invitation saying they had a tradition of their own so – whatever it is they're doing. And Squirrel Girl? Well you saw what she was up to. Not much.

But that leaves me feeling totally not guilty wanting to only include _my_ extended family. Why are they family? Well it's not because we share blood, thank goodness. I already told you what Sam's like, a little bro.

Luke's the opposite; a big brother who's simply _that_ cool. I can always count on him to be there when I need him, whether that's backing me up against Sam or keeping the others out of my room when I need some alone time.

Danny falls in between. He's more irritating that NovaCreep at times – at least I _get_ Sam – but at the same time he's like this little human shaped pool of serenity. I don't think I even knew what serenity really _meant_ until I spent a month with him in my life. He irritates me without even trying but I can't get mad at him. Heh.

Then there's Ava. She's part of our team and that means she's family, but at the same time I kinda like her. Like, _like_ like her. She's really pretty of course, but she's also smart and tough and totally able to kick my butt to the proverbial curb if I'm not acting like a friend, or a leader, should.

I don't know what I'd do without these people. No matter how badly I screw up they're always there to set me back on course and help make things right. No matter how much the rest of New York seems to hate me a lot of the time, I can rest easy knowing that my team doesn't; that they trust me just as much as I trust them.

I mean, sometimes I want to keep them out of it, keep them safe. But that's only natural right? To want to protect the people we love?

"C'mmoonn Webhead! We're going to be late and I still have to garnish the ham!"

Allright folks, I'm out. That's Sam calling now and if I don't get going he's going to drag me home hanging by my heels; not fun. Merry Christmas!


End file.
